Integra Lifesciences Holdings Corp PRE 14A, filed Mar 25, 2024

Integra Lifesciences Holdings Corp (IART)

PRE 14A 2024-03-25 For: 2023-12-31

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Added on October 17, 2026

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x			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


Proxy Summary			1
Cautionary Note Regarding Forward-Looking Statements			6
Proposal 1: Election of Directors			7
202 4 Director Nominees			7
Criteria for Board Membership and Director Qualifications			7
Director Nominees			10
Information Concerning Meetings, Executive Sessions and Certain Committees			16
Board Leadership Structure			20
The Board’s Role in Risk Oversight			21
Compensation Committee Interlocks and Insider Participation			23
Environmental, Social and Governance (ESG) Initiatives			23
Risk Assessment Regarding Compensation Policies and Practices			26
Director Attendance at Annual Meetings			27
Communications with the Board			27
Director Compensation			28
Information About Executive Officers			30
Compensation Discussion and Analysis			33
Executive Compensation Philosophy			33
Summary of Our 202 3 Decisions			34
Supporting Our Pay-for-Performance Philosophy			36
Compensation Best Practices			38
Elements of the Executive Compensation Program			41
Analysis of 202 3 Compensation Decisions			42
202 3 Equity Compensation Decisions			45
Other Benefits			48
Other Key Features of Our Executive Compensation Program			49
Employment and Post-Employment Arrangements			50
Compensation Committee Report			54
Compensation of Executive Officers			55
Summary Compensation Table			55
Grants of Plan-Based Awards Table			57
Outstanding Equity Awards at Fiscal Year-End			59
Options Exercised and Stock Vested			62
Nonqualified Deferred Compensation			63
Potential Payments Upon Termination or Change in Control			63
CEO Pay Ratio Disclosure			67
Pay versus Performance Disclosure			68
Equity Compensation Plan Information			73
Certain Relationships and Related Transactions			74
Proposal 2: Ratification of Independent Registered Public Accounting Firm			75
Audit Committee Report			77
Proposal 3: Advisory Vote on Named Executive Officer Compensation			78
Proposal 4: Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Integra LifeSciences Holdings Corporation			79


Proposal 5: Approval of Amendment No. 1 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan			81
Principal Stockholders			90
Delinquent Section 16(a) Reports			92
General Information about the Annual Meeting and Voting			92
Purpose of the Meeting			92
Proposals and Voting Recommendation of Our Board			92
Record Date			93
Voting and Revocability of Proxies			93
How to Vote In Advance or at the Annual Meeting			94
Other Matters			95
Appendix A — Non-GAAP Financial Measures			A-1
Appendix B — Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Integra LifeSciences Holdings Corporation			B-1
Appendix C — Amendment to Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan			C-1


Proposal	Board Recommendation	Page

1.To elect nine directors of the Company to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.	FOR	7
	each nominee
2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2024.	FOR	75
3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers.	FOR	78
4.To approve an amendment to the Integra LifeSciences Holdings Corporation Amended and Restated Certificate of Incorporation, as amended, to limit the liability of certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware.	FOR	79
5.To approve Amendment No. 1 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan.	FOR	81


		Director Since			Committee Memberships				Other Current Public Company Boards
Name	Age*		Independence	Occupation	A	C	G	F

Keith Bradley, Ph.D.	79	1992		Retired Professor of International Management and Management Strategy, Open University and Cass Business School, U.K.					—
Shaundra D. Clay	53	2021		Global Vice President of Finance, Beam Suntory, Inc.					—
Jan De Witte	59	2021	CEO	President and CEO, Integra LifeSciences Holdings Corporation					1
Stuart M. Essig, Ph.D.	62	1997	Executive Chairman	Executive Chairman, Integra LifeSciences Holdings Corporation Managing Director, Prettybrook Partners, LLC					2
Jeffrey A. Graves, Ph.D.	62	2023		President and CEO, 3D Systems Corporation					2**
Barbara B. Hill	71	2013		Operating Partner, NexPhase Capital					1
Renee W. Lo	43	2022		Partner CTO, APAC Regional Director, Google					—
Raymond G. Murphy	76	2009		Retired Senior Vice President and Treasurer, Time Warner Inc.					—
Christian S. Schade	63	2006		Growth Partner, Flagship Pioneering					1


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.


Preliminary Copy — Subject to Completion Integra LifeSciences Holdings Corporation intends to release definitive copies of the Proxy Statement to shareholders on or about April 4, 2024.


Integra LifeSciences Holdings Corporation is a global leader in neurological solutions and regenerative tissue technologies dedicated to limiting uncertainty for clinicians so they can focus on providing the best patient care. We manufacture and sell medical technologies and products in two reportable business segments: Codman Specialty Surgical and Tissue Technologies. Our core values — Integrity; Our People; Excellence; Embracing Change; Decisiveness; and Teamwork — guide our approach to doing business. We believe how we do our work is just as important as what we do. As our company grows, we will stay focused on our path to fulfilling Integra’s vision—to be one of the most admired global healthcare technology companies—committed to becoming better and smarter in delivering breakthrough outcomes for patients and surgeons while strengthening our commitment to the greater good. 2023 Year in Review 2023 presented numerous operational challenges, including the voluntary global recall and manufacturing stoppage of all products manufactured at our Boston, Massachusetts facility. Despite these challenges, we were able to strengthen our operational capabilities while capitalizing on the growth of our markets and the resilience of our products. We delivered total revenues of $1,541.6 million in 2023, representing a decrease of 1.0% on a reported basis and an increase of 5.5% on an organic basis excluding Boston compared to full-year 2022. The Company reported GAAP net income of $67.7 million for the full-year 2023. Adjusted EBITDA for the full-year 2023 was $369.7 million. 2023 operational highlights include: •Achieved mid-single digit growth in our Codman Specialty Surgical segment and high-single digit growth in our Tissue Technologies segment, ex Boston •Integrated SIA following its acquisition in December 2022 and achieved 100% revenue growth for DuraSorb® •Advanced our implant-based-breast-reconstruction PMA clinical strategy for both SurgiMend® and DuraSorb®						$1,541.6m Reported GAAP Total Revenues (1.0)% Reported Revenue change and 5.5% Organic revenue growth excluding Boston compared to fiscal year 2022
						$67.7m Reported GAAP Net Income $369.7m Adjusted EBITDA $275M of share repurchases

•Completed international CereLink® relaunch and obtained 510(k) clearance for the domestic relaunch in the first quarter of 2024 •Obtained 510(k) clearance for our next generation Aurora® Surgiscope •Achieved double digit growth internationally in China and Japan and through portfolio expansion of DuraGen®, CUSA®, and 100+ product registrations •Continued to strengthen and expand our In-China-for-China manufacturing capability •Further strengthened our executive leadership team — including appointing Lea Knight, Executive Vice President and Chief Financial Officer, and Chantal Veillon, Executive Vice President and Chief Human Resources Officer •Entered into a definitive agreement to acquire Acclarent, Inc., with the consummation of the transaction anticipated by the second quarter of 2024


•Implemented an upgraded Quality Management System, reflecting investments in talent, infrastructure and process capabilities •Began process of identifying operational efficiency opportunities to re-establish the path to sustainable margin improvement •Further refined and implemented our sustainability roadmap and initiatives and published our second environmental, social and governance ("ESG") report

Despite encountering operational challenges in 2023, our teams exhibited an unwavering commitment to fortifying our operational capabilities while delivering lifesaving technologies to our customers and their patients. Excluding Boston, our business performance showcased the strength of our markets and the strong demand for our products. The accomplishments of 2023 not only expanded our portfolio but also reinforced our ability to implement strategic initiatives and drive future growth. We remain confident about our potential to accelerate growth and make impactful investments in our strategic priorities moving forward.


Number of Directors			9

Percentage of directors who are Independent			78%
Stockholder right to call a special meeting of stockholders
All non-employee directors are independent
Risk oversight by the full Board and its committees
Majority voting standard for uncontested director elections
Four fully independent standing Board committees
Annual Board and committee self-evaluations, and individual evaluations of nominees for reelection
Meaningful stock ownership guidelines for executive officers
Prohibition on hedging and pledging of our stock
Recoupment/clawback policy


			Majority of compensation is performance-based incentives						External competitiveness through market benchmarking
			Short- and long-term performance objectives align with long-term goals						Recoupment/clawback provisions for both long-term incentive and short-term incentive awards
			Performance measures align with shareholder interests						Significant stock ownership guidelines
			No guaranteed minimums						“Double trigger” vesting for all long-term incentive awards
			Caps on performance incentives payments						Anti-hedging and anti-pledging policy
			No repricing of stock options						Limited perquisites and personal benefits
			Compensation Committee oversight of annual compensation risk assessment						Compensation decisions reflect peer group pay levels and practices


						The Board of Directors hereby recommends that the stockholders of the Company vote “FOR” the election of each nominee for director.


			l Male			l Independent
			l Female			l President/CEO & Executive Chair


						Keith Bradley, Ph.D. – Former Professor of International Management & Management Strategy, Open University and Cass Business School, U.K.

						Dr. Bradley has been a consultant to a number of business, government and international organizations. Dr. Bradley was formerly a visiting professor at the Harvard Business School, Wharton and UCLA, a visiting fellow at Harvard’s Center for Business and Government and a professor of international management and management strategy at the Open University and Cass Business School, U.K. Dr. Bradley taught at the London School of Economics and was the director of the School’s Business Performance Group for more than six years. Dr. Bradley was formerly an adviser to RPH Capital, Canada. Other Public Company Directorships: Prior to its merger with Orthofix Medical Inc. (Nasdaq: OFIX) in 2023, Dr. Bradley was a director of SeaSpine Holdings Corporation from 2015 to 2023. Other Professional Experience and Community Involvement: Dr. Bradley served as a director and chair of North Star Capital Management Limited and GRS Financial Solutions Limited. Between 1996 and 2003, he was a director of Highway Insurance plc, an insurance company listed on the London Stock Exchange. Education: Dr. Bradley received B.A. (Hons) degree from Middlesex University, and M.A. and Ph.D. degrees from the University of Essex, UK. Key Experience and Qualifications: We believe Dr. Bradley's qualifications to serve on our Board include his international experience, extensive business experience in the healthcare and medical device industries, and financial literacy coupled with his more than 30 years of service on the boards of publicly traded companies.


Age: 79 Director since: 1992 Committees: Nominating and Corporate Governance, Compensation (Chair), Finance


						Shaundra D. Clay – Global Vice President, Beam Suntory

						Since 2021, Ms. Clay has served as the global vice president of finance at Beam Suntory, Inc., a global premium spirits company, where she is responsible for enterprise-wide financial planning and analysis and leads the integration of the short-, mid-, and long-term planning processes to optimize resource deployment. Prior to Beam Suntory, Ms. Clay was a managing director in the commercial banking group at JP Morgan Chase. Ms. Clay also spent 13 years in leadership roles within the healthcare industry in the United States and internationally. She served as chief financial officer for Australia, Canada, and Europe at Eli Lilly and Company and spent several years at Medtronic in a variety of leadership roles in the U.S. and abroad, including as chief financial officer for the cardiac & vascular group for Western Europe and Canada. Ms. Clay began her career in accounting and financial analytics at Allstate Insurance Corporation. Other Professional Experience and Community Involvement: Ms. Clay currently serves on the board of directors for the Executive Leadership Council as well as the board of trustees of the Rosalind Franklin University of Medicine & Science. Education: She earned a Bachelor’s degree in accounting from Clark Atlanta University and her M.B.A. from the University of Illinois at Chicago. Ms. Clay is an alumna of the Wharton School of the University of Pennsylvania, where she completed the Advanced Management Program. Key Experience and Qualifications: We believe Ms. Clay's qualifications to serve on our Board include her record as a corporate executive coupled with her extensive experience in the fields of finance, the healthcare industry, and international business and her expertise in finance, healthcare, global business management and risk assessment.


Age: 53 Director since: 2021 Committees: Audit


			Gender			Independence


						Jan De Witte – President and Chief Executive Officer

						Mr. De Witte is Integra's President and Chief Executive Officer. He commenced service as President and Chief Executive Officer and a director in December 2021. Mr. De Witte has an extensive track record in the global healthcare industry spanning more than two decades. Prior to joining Integra, Mr. De Witte served as chief executive officer of Barco N.V. from 2016 to August 2021. At Barco, he created shareholder value through digital innovation and new product development, commercial acceleration, international market growth and operational excellence. Prior to Barco, Mr. De Witte spent 17 years in senior-level leadership roles at GE, including as president and CEO of GE Global Healthcare IT. Before GE, Mr. De Witte spent five years in strategic consulting at McKinsey and three years in operations at Procter & Gamble. Other Public Company Directorships: Mr. De Witte has been a member of the board of directors of ResMed Inc. (NYSE: RMD) since 2019. From 2016 to 2021, Mr. De Witte was a director at Barco, N.V. Other Professional Experience and Community Involvement: Mr. De Witte has served on the board of directors of the Advanced Medical Technology Association (AdvaMed) since March 2022. Mr. De Witte has also been an active community leader serving as the chair of Hangar K innovation hub in Belgium from 2018 until 2021 and a board member of Ghent University from 2018 to 2021. Education: Mr. De Witte holds a M.S. in electromechanical engineering with greatest distinction from the KU Leuven in Belgium and a M.B.A. from Harvard University. Key Experience and Qualifications: We believe Mr. De Witte's qualifications to serve on our Board include his over 20 years of experience in executive management and his history of success in the development and execution of corporate strategy. Moreover, Mr. De Witte has extensive skills and experience in global business operations, commercialization and digital business models.


Age: 59 Director since: 2021


						Stuart M. Essig, Ph.D. – Executive Chairman, Integra LifeSciences Holdings Corporation; Managing Director, Prettybrook Partners, LLC

						Dr. Essig is Integra’s Executive Chairman of the Board of Directors. He has been our Chairman since January 2012 and a director since he joined Integra in 1997. He served as our Chief Executive Officer from 1997 through 2012 and our President from 1997 until 2010. In February 2024, he was appointed as our Executive Chairman of the Board. Prior to joining the Company, he acted as the managing director in mergers and acquisitions for the medical technology practice at Goldman, Sachs & Co. He currently serves as managing director of Prettybrook Partners LLC, a family office dedicated to investing in healthcare companies, which he cofounded in 2012. Other Public Company Directorships: Dr. Essig currently serves on the board of directors of IDEXX Laboratories, Inc. (Nasdaq: IDXX) and Orthofix Medical Inc. (Nasdaq: OFIX). Dr. Essig previously served on the board of directors of SeaSpine Holdings Corporation, from 2014 to 2022, prior to its merger with Orthofix, and St. Jude Medical Corporation (NYSE: STJ) from 1999 to 2017, prior to its sale to Abbott Corporation. From 2013 until 2019 he served on the board of directors of Owens & Minor, Inc., (NYSE: OMI), from 2005 until 2008 he served on the board of directors of Zimmer Holdings, Inc., (NYSE: ZMH), and from 1998 to 2002, he served on the board of directors of Vital Signs, Inc., (NASDAQ: VITL). Other Professional Experience and Community Involvement: He serves as chairman of the board of directors of venture backed Mission Bio Inc. He is also the lead director, and former executive chairman of the board of directors, of private-equity backed Breg, Inc., a premium provider of high-value sports medicine products and services that advance patient care in orthopedics. He also serves on the board of managers of Availity, LLC, the nation’s largest real-time health information network. Dr. Essig has also served on the executive committee, nominating and governance committee, and was the treasurer of, ADVAMED, the Advanced Medical Technology Association. Dr. Essig is also involved in several non-profit charitable organizations. From 2012 to 2018, he served on the board of directors of Trenton-area non-profit, Isles, Inc. and since 2006 has served as a volunteer and fundraiser for the Children’s Brain Tumor Foundation. He serves on the Leadership Council of the Princeton University School of Engineering and Applied Sciences, and previously served on the NACD Compensation Committee Chair Advisory Council. Education: Dr. Essig received an A.B. degree, and graduated with magna cum laude honors, from the Princeton School of Public and International Affairs at Princeton University and an M.B.A. and Ph.D. in Financial Economics from the University of Chicago, Graduate School of Business. Key Experience and Qualifications: We believe Dr. Essig's qualifications to serve on our Board include his broad experience in the medical device and pharmaceutical industry, executive management and oversight, international business, manufacturing, and accounting fields coupled with his service on the boards of publicly traded companies for over 30 years and his extensive knowledge of the health care industry.


Age: 62 Director since: 1997 Executive Chairman


						Jeffrey A. Graves, Ph.D. – President and CEO, 3D Systems Corporation

						Dr. Graves is currently President and CEO of 3D Systems Corporation, a leading additive manufacturing solutions provider to industrial and healthcare companies. From 2012 to May 2020, Dr. Graves served as President and Chief Executive Officer and a director of MTS Systems Corporation, a global supplier of test, simulation, and measurement systems. From 2005 until 2012, he served as President and CEO of C&D Technologies, Inc. Dr. Graves also held leadership roles with Kemet Corporation as Chief Operating Officer (2001 to 2003) and CEO (2003 to 2005). Previously he held a number of leadership and technical roles with GE, Rockwell, and Howmet Corporation. Other Public Company Directorships: Since May 2020, Dr. Graves has served as a board member of 3D Systems Corporation (NYSE: DDD). Dr. Graves has served on the board of Hexcel Corporation (NYSE: HXL) since 2007; Dr. Graves will cease to serve as a member of Hexcel's board in May 2024, following the conclusion of its 2024 annual meeting of stockholders. Dr. Graves previously served as a board member for FARO Technologies, Inc. (Nasdaq: FARO) from 2019 to 2022, MTS Systems Corporation from 2012 to 2020, and Teleflex Incorporated from 2007 to 2019. Education: Dr. Graves received a bachelor’s degree in metallurgical engineering from Purdue University and completed his master’s degree and Ph.D. in metallurgical engineering at the University of Wisconsin. Key Experience and Qualifications: We believe Dr. Grave's qualifications to serve on our Board include his management experience, strategic, operational and financial experience and a perspective on strategy and growth for the benefit of our stockholders. In addition, Dr. Graves has extensive experience serving on the boards of other publicly traded companies.


Age: 62 Director since: 2023 Committees: Compensation


						Barbara B. Hill – Operating Partner, NexPhase Capital

						Ms. Hill is currently an operating partner of NexPhase Capital, a private equity firm (formerly Moelis Capital Partners), where she focuses on healthcare related investments and has provided strategic operating support for its healthcare portfolio companies since 2011. From March 2006 to September 2010, Ms. Hill served as chief executive officer and a director of ValueOptions, Inc., a managed behavioral health company, and FHC Health Systems, Inc., its parent company. Prior to that, Ms. Hill served as president and a director of Express Scripts, Inc., a pharmacy benefits management company. In previous positions, Ms. Hill was responsible for operations nationally at Cigna HealthCare, and also served as the CEO of health plans owned by Prudential, Aetna and the Johns Hopkins Health System. Other Public Company Directorships: Ms. Hill currently serves as a board member of Omega Healthcare Investors, Inc. (NYSE: OHI) and previously as a board member for Owens & Minor Inc. (NYSE: OMI), Revera Inc., and St. Jude Medical Corporation (NYSE: STJ). Other Professional Experience and Community Involvement: Ms. Hill has been active with the boards and committees of the Association of Health Insurance Plans and other health insurance industry groups. Education: Ms. Hill received B.A and M.S. degrees from Johns Hopkins University. Key Qualifications: We believe Ms. Hill's qualifications to serve on our Board include her management experience, strategic and operational experience in the managed healthcare and pharmaceutical industries, as well as compliance and manufacturing experience in the healthcare industry, coupled with her experience serving on boards of other publicly traded companies.


Age: 71 Director since: 2013 Presiding Director Committees: Nominating and Corporate Governance (Chair)


						Renee W. Lo – Partner CTO, APAC Regional Director, Google

						Since September 2022, Ms. Lo has served as partner CTO, APAC Regional Director for Google, responsible for leading the partner technology organization across the Asia Pacific region. From 2019 to September 2022, Ms. Lo was the general manager for Microsoft, leading its data and artificial intelligence business in Asia. Prior to Microsoft, from 2015 to 2019, she built regional technology teams at Amazon Web Services and ran the global business development team for Amazon.com, focusing on telecommunications, consumer hardware devices, and new services. Ms. Lo has more than 13 years of experience in North America, including roles with Microsoft, SAP and Pivotal Software, in addition to Amazon, focusing on collaborative and cloud technologies. She has held leadership roles within product development, commercial, operations, business and corporate strategy. Education: Ms. Lo received a bachelor’s degree in computer science from the University of British Columbia, and an M.B.A. from the University of Manchester. Primary Qualifications: We believe Ms. Lo's qualifications to serve on our Board include her experience driving digital transformation across industries, bolstered by her management experience, including leadership roles within product development, commercial, operations, business and corporate strategy functions.


Age: 43 Director since: 2022 Committees: Compensation


						Raymond G. Murphy – Retired Senior Vice President & Treasurer, Time Warner, Inc.

						Mr. Murphy has held several executive level roles with publicly-traded companies including Time Warner Inc., serving as Senior Vice President & Treasurer of Time Warner, Inc., responsible for all U.S. and international corporate finance, project (real estate and film) finance, cash management, foreign exchange and interest rate risk management, public debt and equity financing, real estate financing, securitization financing, banking relationships and financings, and relationships with rating agencies, as well as corporate wide real estate activities and the property/casualty risk management program. He held the position of senior vice president & treasurer of America Online, Inc. and senior vice president, finance & treasurer of Marriott International, Inc. Other Professional Experience and Community Involvement: He previously served as the head of the finance committee, the executive committee, and the board of The Advertising Council, Inc. Education: Mr. Murphy received a B.S. from Villanova University and an M.B.A. from Columbia University Graduate School of Business. Primary Qualifications: We believe Mr. Murphy's qualifications to serve on our Board include his extensive senior executive and leadership experience at other public companies, coupled with financial, accounting, treasury, business development and risk management, public company experience, and leadership skills.


Age: 76 Director since: 2009 Committees: Audit, Nominating and Corporate Governance, Finance


						Christian S. Schade – Growth Partner, Flagship Pioneering

						Mr. Schade currently serves as a Growth Partner at Flagship Pioneering, a venture capital company that invests in biotechnology, life sciences, health and sustainability companies. Previously, from April 2016 to 2022, he served as the chairman and chief executive officer of Aprea Therapeutics, Inc. Prior to joining Aprea Therapeutics, Mr. Schade was the chief executive officer of Novira Therapeutics, Inc., an antiviral drug discovery company until it was acquired by Johnson & Johnson. He also served as executive vice president and chief financial officer of Omthera Pharmaceuticals, Inc., an emerging specialty pharmaceuticals company until it was purchased by AstraZeneca Plc. He previously held executive level positions with other publicly traded companies such as NRG Energy, serving as executive vice president and chief financial officer and Medarex Inc, as senior vice president administration and chief financial officer. He also held various corporate finance and capital markets positions in New York and London for both Merrill Lynch and JP Morgan Chase & Co. Other Public Company Directorships: Mr. Schade currently serves as the chair of the board of Omega Therapeutics (Nasdaq: OMGA). From 2016 to August 2023, Mr. Schade served on the board of Aprea Therapeutics, Inc. (Nasdaq: APRE). Other Professional Experience and Community Involvement: Mr. Schade currently serves on the board of directors of Alltrna Therapeutics, Ring Therapeutics, and Valo Health. Education: Mr. Schade received an A.B. degree from Princeton University, and received an M.B.A. from the Wharton School at the University of Pennsylvania. Primary Qualifications: We believe Mr. Schade's qualifications to serve on our Board include his wealth of corporate management, finance, manufacturing, accounting, human resources, business development and risk management skills coupled with his significant knowledge and experience in the life sciences industry. In addition, he has held several senior leadership positions at both private and public companies and has experience serving on the boards of other public companies.


Age: 63 Director since: 2006 Committees: Audit (Chair), Finance (Chair)



Audit Committee						•Oversees risks relating to the accounting and financial reporting process of the Company and audits of the Company’s financial statements •Meets regularly with management to review and discuss the financial risk management processes, including compliance with Sarbanes-Oxley and related internal controls and procedures, disclosure controls and procedures and accounting and reporting compliance, as well as tax, treasury and compliance matters •Receives periodic reports from the internal audit team, which is responsible for providing an annual audit assessment of the Company’s processes and controls; developing an annual audit plan using risk-based methodology; implementing the annual audit plan; coordinating with other control and monitoring functions; issuing periodic reports to the Audit Committee and management summarizing the results of audit activities; assisting with investigations of significant suspected fraudulent activities within the organization; and notifying management and the Audit Committee of the results •Provides oversight for the Company's major technology initiatives in conjunction with the internal audit team •Regularly discusses liquidity, capital, funding needs and other financial matters with management •Oversees risks relating to the quality and integrity of the Company's data relating to climate change and similar ESG matters



Compensation Committee						•Oversees risks relating to executive compensation and other incentive programs in the Company •Considers risks during its deliberations on the design of the Company’s executive compensation programs with the goal of appropriately balancing short-term objectives and long-term performance without encouraging excessive and unnecessary risk-taking behaviors •Reviews and evaluates management reports on the Company’s incentive compensation programs •Assesses how executive compensation practices may impact the Company's reputation through Say-on-Pay among shareholders, employees, customers and the public



Nominating and Corporate Governance Committee						•Oversees risks relating to the Company’s governance structures and processes •Oversees corporate governance matters, including the annual evaluations of the Board, its Committees and members •Establishes policies and procedures for good corporate governance •Oversees the Company's ESG policies and practices, including material risk assessment and goal tracking and reporting



Finance Committee						•Oversees matters relating to the Company’s financing strategy, as well as the Company’s capital structure, capital allocation initiatives and other financial matters


In our first year of formal ESG assessment and reporting, we focused on engaging internal and external stakeholders to identify and prioritize ESG issues that are high impact, strategic priorities. We put tremendous effort into understanding our current state and developing a clear path forward to drive sustainable growth. We disclosed our achievements to date, educated our executive leadership team and members of our Board on our ESG priorities and the ways in which ESG would be integrated into our strategic business planning. Year 1 highlights included:
•Engaged stakeholders in Integra's ESG development strategy	•Developed a formal process for integrating ESG into our governance structures	•Calculated and disclosed our Scope 1 & Scope 2 greenhouse gas emissions ("GHG")
•Updated our Environmental Policy	•Published our first ESG Annual Report	•Updated our Code of Conduct


In Year 2, we turned our focus toward further integrating ESG into our policies, procedures and initiatives with a focus on change management, making additional progress on our priorities and expanding our governance. We broadened disclosure on key material issues while deepening reporting, including taking additional measures to strengthen performance and enhance transparency. We will monitor and remain responsive to expectations from our stakeholders. Year 2 priorities included:
•Developed decarbonization strategy to execute on GHG emissions reduction plan	•Implemented improved environmental, health, safety, and security management system	•Conducted Scope 3 GHG emissions footprinting
•Refined Scope 1 and Scope 2 emissions disclosures	•Formalized and strengthen green procurement policies	•Implemented ESG management system technology


In Year 3, we will continue to develop and report on environmental activities and further progress our green procurement policies and disclosures. We will also continue to monitor and remain responsive to expectations from our stakeholders against a backdrop of evolving ESG frameworks and guidelines. Year 3 priorities include:
•Continue internal and external stakeholder involvement	•Enhance green procurement policies	•Disclosure on abatement activities and GHG emission reductions across all scopes
•Disclose to the Carbon Disclosure Project and Task-Force for Climate-Related Financial Disclosures	•Enhance Social and Governance disclosures



D&I Through Learning Opportunities						Upon joining Integra, colleagues globally participate in two programs to promote inclusion: Introduction to Managing Unconscious Bias, a course that creates awareness of unconscious biases in the workplaces and tools to build-bias breaking skills; and Practicing Inclusion, which examines what practicing inclusion in the workplace looks like.



Gender Diversity						Through mentorship, sponsorship, recruitment efforts, and development programs the Company looks to continue to grow its population of females in leadership roles at Integra. Currently, 33% of the Board, 38% of our executive leaders and 43% of senior leaders (non-executive vice presidents) are female. In partnership with Leadership Edge, a company founded by women leaders and dedicated to growing and mentoring women, Integra sponsors the Excel Women’s Leadership Program. The program is designed to accelerate the development and advancement of high potential, mid-career female leaders into senior leadership roles. The program has assisted in further building our pipeline of women leaders with 60% of the program’s graduates being promoted into roles with increased responsibility.



Employee Resource Groups						The Company maintains a growing number of employee resource groups totaling 7 in 2023. These include employee resource groups such as the Women of Integra Network, Integra Black & African American Employee Resource Group, PRIDE (LGBTQ+ Employee Resource Group), Asian American and Pacific Islander Network, Indian American Employee Resource Group and Integra Veterans Employee Resource Group. In 2023, UNIDOS (Hispanic and Latinx Employee Resource Group) was established. These resource groups encourage awareness and inclusion and provide opportunities for employees to provide feedback to our executive team about how we can do better.



Commitment to Advancement of D&I						In 2021, the Company hired a Chief Diversity & Inclusion Officer and in 2022 we continued to advance and implement our D&I strategy through a robust approach to human capital management. The Company also reinforces its commitment to diversity by partnering with other organizations focused on driving inclusion in the work place including the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance D&I in the work place and the Healthcare Businesswomen’s Association, an association dedicated to further the advancement and impact of women in the business of healthcare.



Diversity in Early Talent						In 2023, we formally launched our Early Talent and University Relations program. As part of this effort, we formed partnerships with several universities and colleges across the United States, including minority serving institutions. Our employees and leaders participated in career workshops, job fairs and helped to mentor the next generation of talent. In addition, the Company launched a pilot cohort of early talent associates which enabled 5 recent college graduates the chance to kick start their careers at Integra while also being provided with leadership development support.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2)(3) ($)	Option Awards(4)(5) ($)	All Other Compensation ($)	Total ($)

Keith Bradley, Ph.D.	46,250	260,063	—	—	306,313
Shaundra D. Clay	40,000	220,038	—	—	260,038
Stuart M. Essig, Ph.D.	152,500	270,020	—	—	422,520
Jeffrey A. Graves, Ph.D. (6)	—	90,679	—	—	90,679
Barbara B. Hill	42,500	300,039	—	—	342,539
Renee W. Lo	77,500	220,038	—	—	297,538
Raymond G. Murphy	77,500	220,038	—	—	297,538
Christian S. Schade	73,242	220,038	—	—	293,280
Donald E. Morel, Jr., Ph.D. (7)	45,000	—	—	—	45,000


Name	Age	Position

Robert T. Davis, Jr.	65	Executive Vice President, President, Tissue Technologies
Jan De Witte	59	President and Chief Executive Officer and Director
Stuart M. Essig, Ph.D.	62	Executive Chairman
Lea Knight	52	Executive Vice President and Chief Financial Officer
Michael McBreen	58	Executive Vice President, President, Codman Specialty Surgical
Jeffrey Mosebrook	47	Senior Vice President, Finance and Principal Accounting Officer
Eric I. Schwartz	55	Executive Vice President, Chief Legal Officer and Secretary
Harvinder Singh	57	Executive Vice President & President, International
Chantal Veillon	54	Executive Vice President and Chief Human Resources Officer


						Robert T. Davis, Jr. is Integra’s Executive Vice President, President, Tissue Technologies. Mr. Davis is responsible for the management of the Tissue Technologies’ global division. His responsibilities include leadership of sales, commercial operations, marketing and strategy, product development, regulatory affairs, quality assurance, manufacturing services and repair, business development of the regenerative tissue portfolio of products. Mr. Davis joined Integra in July 2012 as President of the global neurosurgery business and was appointed Integra’s Corporate Vice President in December 2012 and President — Specialty Surgical Solutions in 2014. He brings more than 25 years of executive management experience in the global healthcare industry. Prior to joining Integra, Mr. Davis was the general manager for the global anesthesia & critical care business at Baxter Healthcare and held various general management positions at GE Healthcare in the areas of interventional therapeutics, cardiovascular imaging and diagnostic ultrasound. Mr. Davis earned his B.S. in Sports Medicine from the University of Delaware, a Master’s degree in Exercise & Cardiovascular Physiology from Temple University, and an M.B.A. from Drexel University.


						Lea Knight is Integra’s Executive Vice President and Chief Financial Officer. Ms. Knight joined Integra in June 2023 and is responsible for overseeing accounting and financial reporting, budgeting, internal audit, tax, treasury, investor relations and information systems. Prior to joining Integra, Ms. Knight served as the executive vice president of business finance for Booz Allen Hamilton from September 2022 until June 2023, where she was responsible for providing strategic and financial leadership to their business sectors. Prior to her role at Booz Allen Hamilton, Ms. Knight worked for Johnson & Johnson for over 18 years, where she held various financial roles of increasing responsibility, including the chief financial officer of Johnson and Johnson’s North America pharmaceuticals business from September 2021 through July 2022. Ms. Knight started her career in public accounting at Arthur Andersen LLP where she managed audit engagements and helped to stand-up the firm’s Healthcare Consulting and Mergers & Acquisitions practices for the Philadelphia office. Ms. Knight is a board trustee of Thomas Jefferson University and Health System. She is also a member of the Philadelphia Forum of Executive Women and a former member and chair of the board of directors for the Public Interest Law Center. Ms. Knight earned an undergraduate degree in accounting from the University of Virginia and holds an M.B.A. in finance and strategic management from the Wharton School, University of Pennsylvania. She is a certified public accountant licensed in Pennsylvania.


						Michael McBreen is Integra’s Executive Vice President, President, Codman Specialty Surgical. His responsibilities within Codman Specialty Surgical include leadership of sales, marketing, product development, regulatory affairs, quality assurance, Global Services and Repair and manufacturing worldwide. He joined Integra following the acquisition of Codman Neurosurgery from Johnson & Johnson in October 2017 as President of Integra’s international business. In May 2020, he was promoted to Executive Vice President and President, Codman Specialty Surgical. Mr. McBreen also held numerous U.S. and global roles of increasing responsibilities in sales and marketing at DePuy Mitek Sports Medicine, a division of Johnson & Johnson, since joining the company in 1996. Prior to Johnson & Johnson, he held various sales and marketing roles at Zimmer Biomet. Mr. McBreen has over 30 years of experience in the medical technology field, including holding various executive level positions in sales, marketing and general management. Mr. McBreen completed his bachelor’s degree in business administration at Providence College.


						Jeffrey Mosebrook is Integra’s Senior Vice President, Finance. Mr. Mosebrook also serves as Integra's Principal Accounting Officer. He was appointed Principal Accounting Officer in October 2017. From February 2023 to June 2023, Mr. Mosebrook also served as our Principal Financial Officer. Mr. Mosebrook joined Integra in 2006 through Integra’s acquisition of Miltex, Inc. where he served as a financial reporting manager. Since joining Integra, he has served in a number of managerial positions with increasing responsibilities. In May 2010, he was named instruments Group Controller and went on to be named Group Controller, US in March 2012. In September 2014, Mr. Mosebrook was named as Vice President, Corporate Controller. Prior to Miltex, Inc., Mr. Mosebrook spent four years at Beard Miller Company, LLP (now known as Baker Tilly US, LLP) in various accounting roles. Mr. Mosebrook received a B.S. in accounting from York College and is a certified public accountant licensed in Pennsylvania.


						Eric I. Schwartz is Integra’s Executive Vice President, Chief Legal Officer and Secretary. Mr. Schwartz joined Integra in November 2018. Before joining Integra, Mr. Schwartz was the general counsel of Globus Medical, a global orthopedic medical devices company, where he led several strategic transactions, including the largest acquisition in its company history. Prior to that, Mr. Schwartz served as the chief operating officer and chief legal officer of CardioVIP, a venture-backed health care services company. Prior to CardioVIP, he served as general counsel at Animas Corporation, playing a key role in its sale to Johnson & Johnson. Following the transaction, Mr. Schwartz assumed the role of assistant general counsel at J&J, supporting several high-growth businesses within the company’s medical devices division. He also served on the management boards of McNeil Nutritionals and Ethicon Biosurgery. Mr. Schwartz received his B.A. and J.D. from the University of Virginia. He also received an M.B.A. in Finance from the Wharton School of the University of Pennsylvania.